Registered number: 07449358
REXCROFT SOLUTIONS LTD
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2022
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REXCROFT SOLUTIONS LTD
REGISTERED NUMBER: 07449358
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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REXCROFT SOLUTIONS LTD
REGISTERED NUMBER: 07449358
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 11 form part of these financial statements.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Rexcroft Solutions Limited is a private company limited by share capital, Incorporated in England & Wales, registration number 07449358. The address of the registered office is 5th Floor North Side, 7-10 Chandos Street, London, W1G 9DQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in subsidiary companies
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At 1 January 2022 (as previously stated)
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At 1 January 2022 (as restated)
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Foreign exchange movement
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At 31 December 2021 (as restated)
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Direct Subsidiary undertakings
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The following were subsidiary undertakings of the Company:
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Cruise Ship Refurbishment
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Cruise Ship Refurbishment
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*** This company is an indirect group undertaking of the company.
Other loans
On 7 June 2020, the Company entered into a nominee agreement to act as a nominee on behalf of the shareholder to acquire a 90% interest in Immobiliare Ro-mar Srl. In accordance with the agreement:
∙the Company provided a loan facility of €2.5m in its own right to Immobiliare Ro-mar Srl and by the year end date, €795,183 (2021: €1.25m) had been drawn on the facility. The loan is interest free and repayable by 30 June 2023. The Company also holds an option to purchase the shares in its own right in Immobiliare Ro-mar Srl on or before 30 June 2023 should the loan not be repaid and upon exercise of the option would no longer be a nominee on behalf of the shareholder; and
∙the Company also provided a guarantee to a supplier and the bankers of Immobiliare Ro-mar Srl to ensure it to meet its current and future financial obligations (details see note 11). Subsequent to the year end, in January 2023, the Company exercised the option to complete the purchase of the shares (details see note 13).
As at the balance sheet date, the loan balance with VLH SA, a company under common ownership, is €400,000 (2021: €400,000). The loan bears an interest of 2% per annum and is repayable in full by 30 June 2025, with an option in favour of the Company to purchase the shares in Vito Lupo Srl, a subsidiary of VLH by 30 June 2025.
During the year, the Company provided a loan of €200,000 (2021: €nil) to Vito Lupo Srl, a company under common ownership. The loan is unsecured and is repayable in fulll by 30 June 2024, with a share of profit based return.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Called up share capital not paid
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Charged to profit or loss
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Share premium account
The share premium account represents amounts received by the Company for shares in excess of thenominal value of the share.
Other reserves
Other reserves comprise following:
Merger relief reserve of €5,827,722 in the Company. The merger relief reserve was the associated share premium after issuing shares to acquire the share capital of a subsidiary to greater than 90% during the year ended 31 December 2016.
The rest of the other reserves comprise the accumulated fair value gains less associated deferred tax resulting from listed investments to market value.
The Other Reserves are not considered to be distributable in nature.
Profit and loss account
Profit and loss account reserve represents the cumulative profits and losses of the Company.
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Reclassification in comparative
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It comes to the directors' attention that in the financial statements for the year ended 31 December 2021, other debtor balance €800k was included in the fixed asset investments. As the amount is significant, the comparative of fixed assets investments and the other debtors balance was deducted / added up by €800k accordingly. There is no impact in the other part of the financial statements after this reclassification.
As disclosed in note 5, the Company provided:
∙a guarantee to one supplier to ensure Immobiliare Ro-mar Srl to meet its current and future financial obligation to the supplier. At the balance sheet date, the amount owed to the supplier was €839,069 (2021: €190,279); and
∙a guarantee of up to €1,050,000 (2021: €1,050,000) to a bank to ensure Immobiliare Ro-mar Srl to meet its current and future financial obligation to the bank.
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REXCROFT SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102, paragraph 33.1A 'Related party disclosures' whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.
At the balance sheet date, among the other creditors balance is a loan €334,572 (2021: €376,429) owed by the Company to the shareholder. The amount is unsecured, interest free and repayable on demand.
At the balance sheet date, included in the balance of other debtors, there was a €1,089,865 (2021: €1,089,865) loan to three companies which the Company acted as a nominee to hold shares on behalf of their shareholder.
As disclosed in Note 5, at the balance sheet date, there was a €795,183 (2021: €1.25m), €400k (2021: €400k) and €200k (2021: €nil) loan owed by Immobiliare Ro-mar Srl, VLH SA and Vito Lupo Srl respectively (details see Note 4).
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Post balance sheet events
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As disclosed in Note 5, in January 2023, the Company exercised the option to complete the purchase of the 90% interest in Immobiliare Ro-mar Srl from its shareholder. No adjustments are considered required by the directors.
The ultimate controlling party is Mr V Lupo by virtue of his shareholding.
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